Vista Gold (VGZ) Proxy Filing summary

Executive summary

• Annual General and Special Meeting scheduled for April 29, 2025, to address key corporate matters including director elections, auditor appointment, executive compensation, and equity incentive plans.

• Proxy materials are distributed via notice and access, with detailed instructions for voting by mail, phone, or online.

• Record date for voting eligibility is March 10, 2025, with 124,455,502 common shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on: receiving 2024 financial statements, electing six directors, appointing Davidson & Company LLP as auditor, an advisory say-on-pay vote, approval of unallocated awards under the Long Term Equity Incentive Plan (LTIP) and Deferred Share Unit Plan (DSU), and other business.

• Board recommends voting FOR all proposals and nominees.

• Shareholder proposals for the 2026 meeting must be submitted by November 18, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Six director nominees, five of whom are independent; detailed biographies and committee memberships provided.

• Board committees: Audit, Compensation, Corporate Governance and Nominating, and Health, Safety, Environment and Social Responsibility.

• Board leadership structure features an independent non-executive chair.

• Board and committee effectiveness evaluated annually; diversity policy in place, with 17% women on the board and 33% among executive officers.

• Code of Ethics, insider trading, and hedging policies enforced.